The Curse
by Super-Midget-Ninja1990
Summary: When Gwen finds a spell in Charmcaster's spell book that will change Kevin back to his normal human self, she also finds out that there is a price to be paid. Gwevin! Set after "In Charm's Way". I do not own "Ben 10 Alien Force"
1. The Spell

Gwen searched every magic book she had. Every since "Kevin's accident" she spent hours searching for cure to his predicament. However she wasn't feeling up to it this very night. She had returned from just send her old nemesis Charmcaster into a magical vortex with her rock goons. Ben had taken Kevin to the beach to clean up.

"How could he kiss her? How can he say I don't do much of anything?" she said out to herself as she lied on her bed. "I search every day for a spell but he doesn't know… then again if he knew he'd just pester me all the time."

Then an idea struck her.

"Of course! Why didn't I think of it before? Charmcaster's book must have a spell in it."

She grabbed the book from the draw in her study desk and opened it.

A few minutes passed and she hadn't found anything. Just when she was about to shut the book she spotted a page in the book she hadn't seen before. She opened the book once more to see a spell. A spell which could change anyone's appearance. Gwen's face lit up.

"I haven't seen this before but it looks like just the spell I need. Let's see to reverse an appearance you must say "_zubale_" at the chime of each hour on the night of a full moon. However there is a price to be paid. If you are removing _any_ type of substance of one's body it will detach from them and on to you. Thus making their old appearance your new one."

"So in order to change Kevin back to normal I have to look like what he does now." Gwen whispered to herself.

She thought of all the good times they had together. Even when she convinced Kevin to have his picture with her when they were at the pier. She picked up the locket he had given her and opened it to look at the small picture of them inside. They looked happy, he was happy.

"I'll do it. I'll do whatever it takes to help change him back. I don't care what I look like." She said to herself.

She changed into her pajamas and hopped into her bed. Before she went to sleep she put her bookmark in the spell book so she couldn't lose what page the spell was on. She went sleep with her heart filled hope. She would change him back no matter what the cost.

* * *

Kevin looked at Ben. He couldn't believe the way he acted towards Gwen today. As Ben had told him; he was a giant rocked face jerk. But he couldn't get over that Gwen was still trying to help him.

"She should have told me she looking for spell."

"Why so you could pester her all the time Kevin?"

"No but I still need to know. I mean she's helping me. Not that I deserve it after today."

"Yeah no kidding. Look I have to head off. Are you going to be able to get home safely?"

"Yeah I just need some time alone Ben."

"I'll see you tomorrow then."

Ben touched the Omnitrix and selected Jet Ray but transformed into Big Chill.

"Aww man. Well at least I can fly home." He said as he took off to the sky and disappeared from Kevin's sight.

Kevin sat down & stared into the open ocean. He was filled with remorse & regret.

"I'm such a jerk and Gwen will hate me forever because of it. But why wouldn't she tell me about looking for a way to cure me?" he said to himself.

He got up and headed towards his car. Before he got in he saw a shooting star pass. He didn't believe in magic but tonight he was going to make an exception.

"I wish that most magical girl can find a spell to help me & so I can make it up to her."

He got in his car and drove off.

* * *

"You idiot's! It's your fault we're stuck here!" Charmcaster shouted at rock goons.

The two goons looked at each other and got the same idea. Get rid of her. They started walking towards her only to stop when she clicked her fingers and shut down.

"Well giving you two some of my magic wasn't a bad idea since I can take it back for myself. But I will get all of Gwen Tennyson's magic! Then I will destroy her, her cousin and her boyfriend."

* * *

Message from the Author

Hi guys,

I know I promised another chap. of Indian Princess but I can't think of anything to go with what I've written so far. So it will be up when I can think of something good.

So after I watched "In Charm's Way" and with an idea in my head way before I knew about the episode I thought of a story where Gwen finds a spell that will change Kevin but will alter her appearance. I'm going to bring back Charmcaster (which by the way I like her new look just not her) where she has a major final battle with Gwen.

Anyway; you people know what to do - read/read & review - either way just enjoy the story.

Super-Midget-Ninja


	2. Change Part 1

Gwen awoke to a bright sunny day. She looked at her alarm clock and it read 9:00am. She knew that she would have to perform the spell tonight or wait a month till the next full moon. She grabbed her phone and sent a message to Ben.

"_I have found a spell for Kevin. Meet me at Mr. Smoothy's in an hour."_

After the message had sent Gwen picked up the spell book and looked at the spell again. Memorizing the word she was going to have to say to change Kevin back. She then stopped and put the book down.

"Why am I even doing this? It's not like he's going to say thank you or anything."

"_You're doing it because you love him"_ said a familiar yet strange voice.

"Who's there?" Gwen said getting two balls of manna in her but they just disappeared. She looked at hands confused. "Huh? That's never happened before…"

"_That's because you can't use your power without me."_ The voice said again.

Gwen looked up to see an anodite floating in front of her. It looked exactly Grandma Verdona in her true form but this anodite was a little bit shorter than Verdona.

"Grandma?"

"_No I'm not our grandma but we do take after her don't we?"_

"Well who are you?"

"_You mean you haven't figured it out? I know we're smarter than this but since we have a lot on our mind I'll tell you. I'm you or your Anodite form_."

"If you're me then how…"

"_I'm simply projecting my image through our powers. But that's not problem I wish to speak to you about. Do you really want to alter your human appearance_?"

"If it changes Kevin back to what he was like before then yes I do."

"_But what if the spell doesn't work_?"

"It has too. There's nothing else and he's losing all hope."

"_Gwen listen! If you change your appearance, you won't be able to use our powers_!"

"What?"

"_If you change your human appearance you won't be able to do all the things you can do with our powers. You would only be able to use Kevin's powers._"

"So how could I use our powers?"

"_The only way to use our powers would be…_"

"To turn into you; my anodite form."

"_Correct. Verdona would be able to sense it too & be on Earth in a matter of seconds. Leaving us with only one alternative; leave Earth to train with her for 75 years on Anodine._"

"Isn't there any other way?"

"_No._"

Gwen looked over to her alarm clock which read 9:40am. She was going to be late for her own meeting with the boys. She looked back to where her Anodite had been only to see she had disappeared.

"_I'm always here Gwen. Inside you…"_ her Anodite said in her mind.

Gwen grabbed the spell book and headed towards Mr. Smoothy's.

* * *

By the time Gwen arrived at Mr. Smoothy's Ben was on his fourth smoothie and Kevin wearing his I.D. mask sipping on a soda. Ben spotted Gwen and waved to her to come over.

"Where have you been? Its 10:10 and you're always here before me & Kevin!" Ben asked as Gwen took a seat next to him and opposite from Kevin who was avoiding all eye contact with her.

"I was having a chat with someone. That's not why I asked you here. Kevin although I'm still really mad at you and hurt by the things you said yesterday. I found a spell that will change you back."

Kevin looked up at Gwen. He could see that she was still hurting after yesterday.

"Thank you Gwen."

"Are there any catches with the spell you found Gwen?" Ben asked slurping down the last of his smoothie.

"No none that I saw" Gwen lied hoping both boys would buy it.

"Ok when can you perform the spell?" Kevin asked.

"It'll have to be tonight. At the garage; just you & me." Gwen replied

"Anyway I can help?" Ben asked Gwen

"No. Just stay out of trouble."

"No promises. But I'm sure there'll be a _robbery_. And I can help catch the crooks."

"Again with the robberies Ben? Ok no more Mr. Smoothies for you."

"Gwen you can't keep me & Mr. Smoothie apart. We are a force like no other in this galaxy! Speaking of which I'm getting another one."

Ben hopped up from his seat and walked to the counter to order another smoothie.

"Okay I really don't want to know how many he's had."

"Well he's going for his fifth smoothie today which means he'll be sick when he walks home this afternoon." Kevin told Gwen as sipped on his own soda.

"I'll meet you at the garage at 9:00pm."

Kevin looked up at Gwen.

"It's when I go to bed. I'll catch you later I need to prepare for tonight." Gwen started to get to get up when Kevin's hand grabbed her wrist.

"Kevin!"

"Gwen I need to tell you something. Even though you choose to accept me in anyway I look… I'm going to make this up to you one day. You are the most magical girl I've met in my life. Although Charmcaster got really jealous when I told her something about you."

"And what was that?"

"That you are made of magic."

Gwen looked into Kevin's eyes saw what he said was true but snapped out of it when she knew why Charmcaster was jealous.

"She was jealous because I was born with manna & she had to work for her magic. I'll see you at 9pm."

Gwen quickly left the table and headed straight for her house. She had thoughts of doubt in her head. How would Kevin act once he knew that she would bear his "curse"? Ben would accept her & try help find a way to change her back but Kevin… she just didn't know.


	3. Change Part 2

By the time Gwen got back to her house she saw her older brother Ken waving to her parents. She ran over to find out what was happening.

"Ken. What are you doing here?"

"Hey sis. I just got some time off collage so I thought I would come & visit mum, dad & you. But I can see your busy today so I'll come back another time."

Ken got into the awesome mobile which was parked in the street next to the house and drove off.

"But I'm not bus…"

"Gwen. Your friend is waiting up for you in your room." Lily Tennyson said as she walked up to her daughter.

"Friend?"

"Yes Julie I think she said her name was. You have study date today." Frank Tennyson said standing next to Lily.

"Oh no I almost forgot." Gwen said sprinting into the house.

"It's not like her to forget things." Lily said to Frank.

"She's only human. Okay she's half human and half alien. She's allowed to forget things Lily."

"I'm going to make dinner" Lily said storming inside.

"It's just Gwen's more like my mother…" Frank said to himself and walked inside.

* * *

Gwen raced to her room to find Julie sitting on her bed, reading a book and stuffing her face with cookies.

"You and Ben are so a like." Gwen said to Julie who had looked up from her book.

"We are not!" Julie exclaimed with a mouthful of cookies.

"You're stuffing your face with my mum's cookies. Ben does that _every_ time he's over here."

"Ben doesn't get straight A's in all his classes."

"True. Sorry Jules I forgot we had a study date so I'm actually not prepared."

"That's ok because I didn't bring of my study stuff over either."

Gwen gave Julie a confused look. If wasn't here to study why was she over?

"Ben told me about the whole Kevin & Charmy girl situation.

"Charmcaster"

"Yeah… her. I'm really sorry Gwen."

"What are you sorry for? You didn't do anything wrong."

"Well Kevin didn't have to act like a jerk towards you. Ben said that he ripped into him & told him that you had been searching for a spell. I thought I might be able to help you find one."

"Thanks but I already found a spell and I'm going to perform it tonight."

"What's the catch Gwen?"

Gwen turned to look at Julie who was giving her look which told her that she could see through Gwen's lie.

"I have to…turn into what Kevin looks like."

It took a moment for Julie to take in what Gwen told her. But it hit her like a rock.

"Gwen… do you really want to do that? I mean change what you look like?"

"You're not the only one to ask me that today."

"What do you mean?"

"Never mind. Anyway if it gets the old Kevin back then…"

"What do you mean the old Kevin? The normal looking Kevin?"

"No. The happier Kevin."

"Happier?"

"We use to have fun all the time. On & off missions. He was always happy but now… he's miserable. I hate seeing him miserable & hearing him calling himself a monster when he's not. I just want him to be happy again Julie."

"But do you think he'll be happy if he knows that you will look like him?"

"He and Ben don't know. Please don't tell Ben."

"I can't keep a secret from Ben!"

"You kept Ship a secret from Ben!"

"This is bigger than Ship! Gwen you're my best friend. I just don't want you to get hurt and neither does Ben or Kevin."

Gwen turned from Julie and went to her window and looked into the deep blue sky. Julie came over to her and placed a hand on her shoulder.

"I won't tell them unless I _have_ to."

Julie left Gwen to her thoughts and left her room.

Gwen's thoughts were far off into some of the happier memories she had with Kevin.

* * *

_Memory – Day at the Pier (Gwen pov)_

"_Come on guys!" Ben yelled out to Kevin & me as he raced towards one of the rides with Julie._

"_No that's ok we'll catch up later." I shouted back to him as he & Julie disappeared around the corner._

"_Looks like it's just us." I told Kevin._

_He looked really nice tonight even though he was wearing his normal black and grey t-shirts with his dark jeans and had his green jacket tied around his waist. I was wearing my blue jacket, black skirt & tights. Kevin kept looking down at his shoes or the ground I couldn't tell which but I knew he was nervous._

"_Yeah. Look I'm not so sure that this is for me you know…"_

"_I went with you to the Auto show. And cars are not my favourite thing."_

"_Okay you made your point. What do you want to do?"_

"_Let's walk around. Maybe we'll find some alien pet like Ship!"_

"_Yeah right."_

_I linked my arm with his. It seemed right. Going straight to hold his hand was on my to-do list. We walked around the whole Pier two times. I saw Ben & Julie on the bumper cars. It looked liked they were having fun. I was totally bored and a little bit disappointed. As we came to our start point I noticed something that hadn't been there before._

"_A photo booth?"_

"_Oh no. I'm not having my photo taken."_

"_Why not?"_

"_Cause."_

"_Cause why?"_

"_Cause I'm not ok"_

"_Not even one?"_

"_Nope."_

"_Not even one with me?"_

_That got his attention and also I was giving him the same sad look I gave him which convinced him to help find my brother Ken._

"_Alright I'll have one photo with you. But only one."_

"_Okay" I said grabbing his wrist and raced towards the booth._

_I checked inside the booth. No one was inside. I climbed inside and waited for Kevin to get in._

"_Come on Kevin!"_

"_Fine. Can't believe I'm doing this…"_

_He jumped in and the camera started a countdown._

_3_

_I set myself up so I would look nice in the photo._

_2_

_I put on a nice smile not something that could be plastered on but something sweet yet elegant._

_1_

_I then realized that Kevin was going to pull a face or something._

_The camera flash was bright but we got out the booth still able to see. I went to collect the photo from the little slot they came out of to see the photo. My eyes fixated onto Kevin first._

_He wasn't pulling a face like I thought he was. In fact he just looked happy._

"_Wow."_

"_What did I have something on my face?" Kevin asked me_

"_No but I was certain you were going to pull a face Kevin."_

"_In a picture with you… I wouldn't do that."_

"_Why?" My focus was still on the tiny little picture I was holding._

"_Cause it would ruin the picture."_

_We then turned our attention to the sky as the fireworks display was showed off._

"_They're beautiful."_

"_Yes you are… I mean err yes they are. I mean fireworks… I can't get enough of them."_

"_What?"_

"_Err… they're really cool with colours and stuff…"_

"_Let's find Ben & Julie I'm sure they're exhausted from the rides. Brr is it me or did it get really cold?"_

_Kevin untied his jacket and put it on my shoulders. It was way too big for me but I didn't care. It was Kevin's._

"_Won't you get cold?" I asked him_

"_Nope."_

_Before we set off I gave him the photo._

"_Why are you giving me this?"_

"_So you can remember the good times you had with me."_

"_I'll always remember every moment we've had together Gwen."_

_We linked arms again and walked off to find Ben and Julie._

* * *

Gwen came back from her thoughts looked at her alarm clock. It read 5:30pm.

"I will make you happy again Kevin. I promise" Gwen whispered to herself.


	4. Change Part 3

Gwen spent hours looking through Charmcaster's spell book to see if there was a reverse process to the transformation spell. She looked up from the small book to check the time. Her alarm clock read 8:30pm.

"Time to tell them the next lie" she said with a groan. She hated lying especially to her friends & family. She quietly crept out of her room, down the hallway to the staircase and stopped halfway down the staircase so she could see both of her parents sitting in the lounge room reading. Her mother looked up from the book she was reading.

"I'm going to bed now."

"Honey its only 8:30. You can stay up if you want to."

"No. I have an exam coming up so I need to get some early nights."

"Alright then. Good night Gwen."

"Night mum. Night dad."

"Good night sweetie. We love you"

As Gwen quickly ran up the stairs she felt a single tear on her cheek as she walked down the hallway into her room.

"I love you guys too."

Gwen grabbed her small bag and put it on her desk. She put Charmcaster's spell book in it. She then looked at it with a thought in her mind.

"It should be big enough to put Kevin's ID mask in."

She then heard the sound of light switches clicking. She knew that her parents went to bed at 8:40pm every night. She looked over at her alarm clock and it read 8:40pm as if on cue.

"Well I'd better start heading over to the garage."

She picked up her bag & put it over her shoulder. She then opened her window & created some manna platforms so she could get down without making a sound. When she reached the ground she ran off in the direction that lead to the garage.

* * *

Kevin was underneath his car when he heard footsteps approaching him. He slid from underneath the car to see Ed, the bigger mechanic who ran the garage.

"Hey Ed."

"Kev some of the guys are going to a party. Do you want to tag along?"

"Nah. Not my kind of thing and I have plans tonight anyway."

"You work on your car all the time."

"I have plans with Gwen."

"Finally asked her out did you?"

"No! I'm working on it though."

"Yeah sure. That's what you said last time. Don't forget to lock up."

"I always do."

As Ed left the garage Gwen came running in and sat in one the chairs to catch her breath.

"Did you run all the way here?"

"Yes"

Kevin got and walked into the office connected to the garage. He grabbed a bottle of water that was sitting on the desk. He went back into the garage & gave the bottle to Gwen.

"Thanks."

"I know it's not cold or anything…"

"That's ok."

Gwen unscrewed the lid & gulped down the warm water.

"That's better."

"So uhh…how's this spell thing going to work?"

"Well you'll need to be asleep when I perform it but at the chime of each hour I'll say the spell word & what ever material substance I'm removing and it will come off you."

"Then where does the material go?"

"Back to its rightful place in nature."

"Okay when do you start the spell?"

"Midnight."

"What should we do until then? I mean its only 9:00 now"

"Do whatever I guess."

"Gwen… why didn't you tell me you were looking for a spell to cure me?"

"Because you would have pestered me all the time!"

"Would not."

"Gwen, have you found a spell yet?" Gwen said mocking Kevin

"Okay but I know that is not the reason why you were looking for a spell."

"It's because I want to see you happy again Kevin."

"What?"

"You're so miserable and isn't fair how you have to go through this again. I'm just trying to fix it so you are happy again."

Kevin took in everything Gwen said to him. She wanted _him_ happy. He didn't understand why. He had been a jerk to her in the past few days & she was still trying to help him.

"Oh you'll need to take off your I.D. mask too Kevin."

Kevin took off his mask to reveal his true self. He hated seeing his reflection in the mirror. Every time he saw it he wanted to break the mirror. He had done that to Gwen's small make-up mirror when she showed him what he looked like the first time. He was going to have to buy her a new small make-up mirror.

"Hey Kevin how do you work that mask?"

"Why do you want to know?"

"Something to pass the time."

"Okay I'll show how to look like…"

"Me. Just program it to like me."

"Okay."

It Kevin a couple of seconds to re-wire the mask properties but when he put it on again he looked a clone of Gwen.

"Awesome Kev. Now take it off again."

"Why are you so interested in I.D. masks all of the sudden Gwen?" Kevin inquired as he took off the mask again.

"Just because it's… an interesting piece of Alien Tech. Anyway give it to me."

"Why?"

"So I can give it back to Grandpa Max when I see him."

"Okay Gwen."

Kevin handed Gwen the mask & she put it in her bag.

"Let's get some sleep. I'll need to have all energy I can get later tonight." Gwen said as she set an alarm on her mobile.

"Okay and Gwen…"

"Yeah?"

"Thank you."

Gwen smiled at Kevin.

"Your welcome."

Kevin got up and sat in the chair next to Gwen. It wasn't long before the two had drifted off to sleep.

Gwen's mobile started going off at 12:55am waking her up. She looked over to Kevin who was snoring and "dead to the world". She knew nothing could wake him up.

She got out of her chair, went to her bag and got Charmcaster's spell book. She then walked over and stood in front of Kevin. She checked mobile again. It read 1:00am.

"_Zubale woodus_" Gwen chanted.

Kevin's legs started to glow pink then white energy lines came out of them and went to Gwen's legs. In moments Gwen's dark jeans had turned into wooden legs.

At 2:00am she chanted "_Zubale rockus._"

Half her body and face was covered in stone.

At 3:00am she chanted "_Zubale metalus._"

She felt the cold metal cover the rest of her body. All that was left was the left side of her face.

At 4:00am she felt tears go down the left side of her face as she chanted "_Zubale Crystalus._" The left side of her face became solid and rough.

She went into the bathroom to look at her new "look". Her hair was half stone and half crystal. Her green eyes stood out on her face of stone and crystal. It looked like she had a black leotard on but she couldn't tell as the light in bathroom wasn't really good. She tapped her solid wooden legs. Hoping they might break off and reveal her true legs but they didn't even split. Gwen exited the bathroom, grabbed her bag and put on the I.D. Mask on. To any other person she looked like herself. Before she left she went over to Kevin who now wearing his blue over shirt with a white shirt underneath, his dark jeans and his boots. Gwen bent over and kissed him on the cheek. She then went to door next to the garage door. Before she left she looked back over at Kevin who was sleeping peacefully.

"I hope your happy Kevin" she whispered as she left the building and headed back to her home.

* * *

Charmcaster sat meditating in her new rock prison. She was trying to gain _any_ manna she could but it just wouldn't work.

"Ahh I hate this. I only have a quarter of my power and…"

She stopped in mid-sentence as she felt a strong surge of power coming from somewhere. It surged four times.

"What was that? Hmm… wait a minute it surged four times which means that… dear little Gwen has used the transformation spell. Oh this is too perfect. I'll bet Kevin and Ben don't know what she has turned into which means I'll have to expose her for the monster she truly is."


	5. Dream or Nightmare

Gwen was tired by the time she got to her house. Hoping that she was still able to use her powers she tried to create some platforms so she get to her room but nothing happened.

"_I told you that we couldn't use our powers if you did that spell."_

Gwen looked up to see her anodite floating above her.

"Look its four-thirty in the morning. Just create some platforms so I can get into my room. I'll talk to you in there but not out here."

Her anodite closed its eyes, raised its hand and created a stairway of manna for Gwen to climb up. Gwen reached her window and climbed into her room. Her anodite appeared in front of her in a few seconds.

"Okay. Now what did you want to say?"

"_What are you going to do if you get into a fight now that you don't have any powers?"_

"I'll just have to adapt. Rely on my karate."

"_Yes because that's going to work on aliens."_

"Thanks for the support."

"_Look karate may knock out a human cold but on alien's… it is different."_

Gwen looked down and let a sigh. It pointless arguing with her alien-self. She took off her I.D. mask and looked up at her alien-self. The anodite didn't react to Gwen's "new look".

"I'm going to bed so don't try anything in my dreams okay."

"_If you dream anything it will be events to come in the future."_

The anodite disappeared and Gwen walked over to her bed. Before she got into her bed she picked the locket from her study desk and opened to look at the picture of her and Kevin. A small smile grew on her face.

"He's happy now… that's all that matters."

Gwen closed the locket and placed it underneath her pillows. She climbed under her covers and drifted off into another sleep.

* * *

Kevin woke up at the sound of someone banging against the garage door.

"Kevin! Let me in!"

Kevin got up; he was still half asleep when he opened the door to see an angry Ed in the doorway.

"I thought I told you to lock up."

"I did."

"Then please explain to me how all the gear is gone."

"Uhh…I don't know."

"Either you didn't lock up or some aliens broke in and stole that gear."

Kevin looked more alive when Ed mentioned "aliens". Kevin had to throw him off the theory of aliens stealing car gear.

"Aliens? Oh please Ed. They aren't real."

"Kevin I'm not stupid. I know about aliens and the plumbers. Max is a close friend of mine. He also said that you had gone through a recent…change."

"Max told you? Gwen changed me back this morning."

"Yes Max told me. I may not be a plumber or a plumber's kid but I know about you & the Tennyson's. You'd better ask Gwen to be your girl while you still have the chance or you'll lose her for good man."

"Yeah I know but I can't and I don't want people to push me."

"Alright you can have three more hours of sleep before I pound on your door again."

"Thanks Ed."

Ed turned and closed the door behind him. Kevin went to the bathroom. He looked at his reflection in the mirror. He saw his normal human face. He brought his hands up to touch his cheeks and then pulled on his hair. A huge grin appeared on his face.

"She did it. She really did it!"

Kevin ran out of the bathroom and to his car. He touched the bonnet of his car and absorbed an arm length of it. He smiled in triumph.

"I have my powers and look like me!"

He grabbed his phone from his pocket and sent a message to Gwen & Ben.

"_Meet me at Mr. Smoothy's at 10:30. Smoothies are on me."_

Kevin sat back down in his chair. He was finally himself. He was trying to get back to sleep when a thought struck him. _"Gwen won't want a smoothie. I'll give her something else that's better than a smoothie." _Kevin fell back into the chair and fell asleep again. He had a smile on his face. He was going to give Gwen the best present; one she couldn't say no to.

* * *

Charmcaster was focusing on the wall across from her.

"I have one shot at this."

She put her hand up and focused on trying to open a portal on the wall. After a few minutes one opened for her.

"Yes. Look out Gwen! Charmcaster is coming back."

Charmcaster jumped into the portal which closed after her.

* * *

"_Ben could you go get us the smoothies?" Kevin asked._

_He didn't get answer as Ben had taken off to get them all smoothies leaving Gwen & Kevin alone at the table._

"_Wow I don't think you have ever bought smoothies for all of us." Gwen piped up._

"_What can I say? I'm a guy who treats his friends when good things happen."_

"_Right. Didn't you want to ask me something?"_

_Kevin took Gwen's hand and held it in his hand._

"_Yeah… Look Gwen I know that I still have to figure out a lot of things in my life but I know that when I'm with you… I want to protect you, take of you and other stuff so … will…you…go out with…me?"_

_Gwen was stunned. She didn't know what to say. Her heart was saying yes but her mind was saying no._

"_Kevin… believe me when I say this. I want to be your girlfriend more than anything but it's just… things aren't good for me right now."_

"_Oh…"_

"_But I do want to be with you. Please don't take this the wrong way but I…"_

"_She's a monster!"_

_Kevin and Gwen turned to see Charmcaster jump out of a portal._

"_Charmcaster?" they said together._

"_Why don't you show your new look Gwen?"_

_Charmcaster threw one of her energy balls at Gwen and it hit her I.D. Mask."_

"Ahh!"

Gwen bolted up straight with her hands covering her face. It felt so real. Charmcaster's energy ball made her face feel like it was stinging. She then heard a light knock on her door.

"Gwen? Honey is everything okay?" her mother asked from the other side of the door.

"Yeah mum. I'm okay I just had a really bad nightmare."

"Alright then. Come downstairs when you want breakfast"

Gwen walked over to her bag and picked up her I.D. mask and put it on. She then went to her bed and picked her pillow to get the locket. She put it on and touched it. Did her dream mean something good was going to happen or did it mean something terrible was going to happen? She knew something was going to happen today but she didn't know what.


	6. The Ultimate Showdown p1

When Gwen returned from breakfast she picked up her mobile. Her mobile read "1 message received". She opened the message which was from Kevin and it read _"__Meet me at Mr. Smoothy's at 10:30. Smoothies are on me."_

"No…"

_"What are you going to do?"_

Gwen looked up from her mobile to see her anodite floating in front of her with concerned eyes.

"I can't go. I'll just say I'm sick. That I've been throwing up."

_"Do you really think that will work?"_

"It's not like things could get any worse."

Gwen opened a message on her phone and wrote; _"Sorry Kev I've been really sick. I won't be able to make it."_ She sent the message hoping Kevin would buy the lie. Gwen placed her mobile on her desk, walked over to her bed, sat down on her bed and put her head into her hands.

"I can't keep lying to everyone…"

_"No you can't."_

* * *

As Kevin drove into the Mr. Smoothy's he could see Ben sitting at their usual table. He parked his car, hopped out and headed over to Ben.

He pulled out his mobile and saw he had received a message from Gwen. He smiled but it disappeared when he read her message. By the time he read the message again for the fifth time he had reached Ben and sat down at the table.

"Hey where's Gwen?"

"Gwen's been sick. She can't make it." Kevin said while his eyes were to his mobile.

"That's weird. Gwen never gets sick. Maybe she's exhausted from last night which looks like it worked."

Kevin put his phone back into his pocket and pulled out his wallet. He handed Ben a $10 dollar note.

"Don't go crazy on smoothies. Gwen will kill me if you do."

"No promises Kevy."

Kevin groaned as he watched his teammate sprint from his spot over to the counter to order some awful fruit drink. Kevin's thought then turned to Gwen. He was sure she would get better soon but how could he ask her to be his girlfriend if she wasn't feeling her best. That's what he wanted to give her. The relationship they both wanted; needed; yearned for. But it would have to wait until Gwen was up for it he didn't want to push her. Ben came running back with two smoothies. He passed one over to Kevin.

"They have a new flavour; lemon & lime with a twist of strawberry!"

Kevin pulled a face when he started sipping the fruit drink and decided that it wasn't his drink. He watched Ben gulp down his smoothie in a matter of seconds. He then spied Kevin's smoothie.

"Aren't you going to drink that?"

"Nope it's all yours. The next time you order get me a soda."

"Ok. It's not my fault Gwen's sick you know."

"I never said that it was."

"But you're bummed because she's not here. Come on man Gwen will be back sooner than you think."

"Or never again." A female voice butted in.

The boys turned to see Charmcaster jump out of a portal.

"Charmcaster?" they said in confusion

"Where's your girlfriend Kevin? At home being a monster?" she said starting to laugh

Kevin was getting really aggravated by this girl. Gwen was no monster if anything she was more like a princess with powers.

"I'll show you who's a monster Charmcaster." Kevin yelled. He slammed his arm onto the table and covered himself in a coat of metal.

"I see the spell worked."

"Kevin, keep her busy. I'll get Gwen." Ben said as he ran behind the building ringing Gwen's number.

* * *

Gwen heard her mobile ringing. She got up off her bed and picked it up. Ben was calling her. Putting on the sickest voice she could she answered her mobile.

"Hello?"

"Gwen. We need you at Mr. Smoothies. Charmcaster's back and she it looks like she wants to destroy you."

Gwen took this in. Her dream was starting to become real. She knew what she had to do.

"I'll be there soon Ben"

She hung up the mobile and placed it on her desk again. She then went to her mirror and took off her I.D. Mask.

"I'd rather they saw me coming like this rather than have that witch blast my face."

She was still wearing the locket around her neck. She held in her hand for moment, headed towards her window and opened it. She climbed down to the ground and ran towards Mr. Smoothies.

Ben put his mobile back into his pocket, dialed the Omnitrix and slammed it down. He transformed into Echo Echo. He duplicated himself and ran back to the battle. Charmcaster was throwing small energy balls at Kevin; who was hiding behind a table.

"What. Are. You. Waiting. For? Attack. Her."

"No. She's still weak from our last battle. If we let her drain herself of her own power. It'll be easier to take her down."

"Or. Not."

The Echo Echo's took in a deep breath, turned towards Charmcaster and sent surge of sound waves towards her.

"Ben no!"

Charmcaster was knocked back by the waves but then she started to absorb them. With each breath the Echo Echo's took they sent more powerful sound waves until finally Charmcaster absorbed enough power.

Creating two balls of energy in her hands Charmcaster threw one at the group Echo Echo's and one at Kevin. Half of the table was taken off by the ball Charmcaster threw at Kevin while the Echo Echo's were taken aback by the blast from the energy ball. The Omnitrix timed out turning Echo Echo back into Ben.

"Thanks for the recharge Ben." Charmcaster said with an evil grin plastered onto her face. She was unaware that Gwen was on top of the Mr. Smoothy's building watching the battle between her arch-enemy & her team mates.

"Now I'm going to destroy you both. Pity Gwen didn't show up. She might have been able to save you both."

Charmcaster started to gather up all her energy but at that moment Gwen raised both her hands and started shooting crystal rocks at Charmcaster.

The crystals hit Charmcaster exploding on impact as she retreated to the back of a van. While Ben & Kevin were in complete amazement while they watched Charmcaster retreat. They had no idea what had just happened.

"Tennyson…" Kevin began to question

"It wasn't me. I'm not even in Diamondhead's form so it couldn't have been me."

Gwen jumped down from the roof and landed in front of the boy's.

"It wasn't Ben… it was me."

"Gwen?" Ben asked as he looked at his cousin's new appearance.

Kevin just stared in shock. He couldn't believe it. She had given him back his skin; his life but she had to bear his curse in return. He didn't want that for her. Not ever would he want Gwen to suffer for any of his mistakes.

Charmcaster peered from the van she hiding behind to see Gwen in front of her other team mates. She knew how she would win this fight. All she had to do was trick Gwen into using her magic.

"Now the fun can really begin. This time I'm going to steal everything you have Gwen." Charmcaster stated as she generated two energy balls in her hands and walked towards Gwen.

"You're not going to win this time." Gwen told her enemy as she turned around to face her.

Charmcaster threw her energy balls at Gwen; Gwen created one large crystal to avoid the attack she then started to create a path from the crystal and began skating on it to avoid her enemy's attacks. Ben & Kevin could watch completely dumbfounded by Gwen's "new power".

"I didn't even know you could that." Ben said impressed by Gwen's crystal path.

"Why'd she do it Ben? Why'd she turn herself into a…"

"I don't know Kevin but we need to help her. Right now Gwen needs you to be focused on helping her defeat Charmcaster."

Kevin looked at Ben then to Gwen who was skating in a circle around Charmcaster. Ben was right. He would have to worry about his feelings later and help Gwen now before it was too late. As Gwen skated around Charmcaster she could see the witch getting extremely annoyed.

"Enough." The witch screamed as she gathered energy to create a huge wave that destroyed Gwen's crystal & crystal path. Gwen was thrown back by the wave.

"Gwen!" Kevin yelled. He started to run in the direction he assumed she would land in.

Gwen's locket snapped off her neck and landed in front of Charmcaster. Hoping she could create something to land herself in Gwen was surprised when Kevin caught her in mid-air and landed safely on the ground.

"Are you okay?"

"Yeah thanks for the catch." Gwen said smiling at him. She then went to touch her locket but felt that it wasn't on her. She panicked.

"Kevin it's gone!"

"What's gone?"

"My, my, my what have I got here?"

Gwen, Ben & Kevin looked at Charmcaster as she held a gold chain in her hand with a locket hanging from it; Gwen's locket. Gwen's eyes peeled back in fear.

"Aww a golden locket from Kevin. How cliché. And what's inside of this locket. Oh a photo of the happy couple. To bad that this cheap piece of jewelry is nothing more than a wasted, meaningless worthless memory."

Charmcaster's hand began to glow pink. Then in the blink of an eye she destroyed the locket in front of them. She opened her hand and let the dust from the destroyed locket blow in the wind.

Gwen closed her eyes and let her anger get to her. She opened her eyes which were glowing a powerful pink colour.

"You're going to pay for that." Gwen said in a strange but alien voice.


	7. The Ultimate Showdown p2

Gwen could feel all the energy around her but it wasn't like the last time she transformed. The last time she triggered her alien senses it was back when the Highbreed were invading and Kevin had been in danger but Kevin wasn't in danger this time, Gwen had let her anger get to her and it was transforming her into her anodite form. Kevin could see the look on Gwen's face and knew he had to get Ben out of her way. If she absorbed the energy from the Omnitrix she would be unstoppable.

"Tennyson you have to get out of here now!" Kevin told Ben with urgency in his voice.

"Why? What's happening to Gwen?"

"She's going to find a high energy source to help her transform into her anodite form and my best guess is she'll get from the Omnitrix."

At the moment Kevin finished his sentence the Omnitrix started to flash with red and spoke a message to its wearer "Omnitrix is out of power. Shutting down to re-charge."

"What? Are you kidding me? Azmuth is not going to be happy about this."

"Tennyson we have bigger problems then Azmuth. Look."

The boys watched as their team mate transform. Her face and body changed into the colours of purple and black. Her hair was now white with a tint of pink around it. Ben watched as his twin cousin changed from the karate, smart girl he knew her as into an energy being. He had given her the power to transform from the Omnitrix.

Charmcaster watched her enemy change. In the years that they had been enemies she had never seen such power before. It only made her angrier that Gwen had this all her life and she had be trained by her uncle and gain her power. She smirked once Gwen had transformed. She thought it was some attempt to scare her.

"You think by changing your appearance I'm going to be scared of you Gwen?"

"Charmcaster do not provoke her. She'll wipe you out!" Kevin warned her.

"Oh please. She couldn't beat me with my spell book when she was ten."

Charmcaster created two energy balls in her hands and threw at Gwen. The balls did not hit Gwen but instead were absorbed her.

"Is that all you've got Charmcaster? I expected more." Gwen said calmly.

Charmcaster's jaw dropped; stunned at her enemy's power. She quickly closed her jaw and summoned all her power and shot it at Gwen. Again Gwen absorbed her power to make herself more powerful. Charmcaster fell to her knees exhausted and finding herself short of breath. She looked up at her enemy who simply smirked.

"I'm going end your miserable existence permanently. There is no dimensional vortex that can help you escape death Charmcaster."

Gwen raised her hand and shot a beam at Charmcaster. It hit her directly at her heart. Charmcaster fell back and didn't move.

* * *

On the far planet of Anodine; in the courtyard of the palace, a young blue anodite was learning to use her powers. She shot a blue disk at energy board; cutting it in half. The young anodite seemed pleased with herself.

"Well done Princess Celine but you are not focusing on the task." Her master said to her.

"But Master Verdona what is the task? You said to cut the board in half?"

"Yes but you did by using your energy instead of the energy around you."

Celine sighed. She didn't know how any anodite passed this basic training with Verdona.

"Don't sigh you'll get it."

"How? I'm not even getting it now."

"You'll get in time. Besides if you think basic training is hard wait till you have to masters training."

"Oh joy" Celine said sarcastically

"Now Celine. Be kind to all your masters. They too were young once." Said another voice stepping out onto the courtyard.

"Sure mum. They all had trouble with basic training." Celine said walking back into the palace.

Her mother watched her daughter go into the palace before turning to Verdona.

"How is she doing?"

"How long did it take you to pass basic training your highness?"

"A couple of days I suppose."

"She'll be fine."

"Did she cut the board with her own energy?"

"Yes."

"I remember when I did that. Although I don't recall been so sarcastic about it."

"Believe me your highness you were."

"It is another matter I have come to see you about Verdona."

"What's the matter?"

"Only a moment ago I felt an energy wave spike coming from the quadrant near Earth. It felt like an anodite's."

"Gwendolyn…"

"Who?"

"My granddaughter. She's part anodite and part human."

"Interesting. I would very much like to meet her. Come we shall go to Earth and see your granddaughter."

The empress clicked her fingers and transported herself and Verdona to Earth.

* * *

Gwen was hovering over Charmcaster draining her of all her powers. Charmcaster almost looked like Darkstar; her face became a ghostly pale white with wrinkles everywhere. Her silver hair had started to fall out in chunks.

Kevin & Ben didn't know how to stop from absorbing but they had to think of something fast.

"Gwen stop it." Ben said standing in front of Charmcaster. Gwen stopped draining Charmcaster's powers.

"Why? She destroyed something of mine. I'm only returning the favour." She spat at Ben.

"Gwen please. This isn't you." Kevin said trying to get close to her. Gwen's hands lit up with two energy balls and Kevin backed away from her.

"Are you trying to change me back Kevin? It won't work this time."

"But you'll lose your humanity, you won't remember anyone."

"Pulling the same trick twice never works Kevin. I'm staying like this and if you two have a problem with that, well it can be _eliminated_."

Gwen raised her hands pointed them at the boys. Their eyes widened in fear as she shot the two balls at them. The boys shut their eyes tight waiting for the impact only they were not hit, they didn't feel anything. Kevin opened his eyes to see a pink wall in front himself and Ben. Gwen looked just as surprised. Kevin looked up to see two anodite's floating above him and Ben.

"Gwen what is the meaning of this? Why are you attacking your friends?"

"Is that you Grandma Verdona?" Ben yelled to the anodite's. Slowly they floated down towards the two boys and unconscious witch.

"Hello Benjamin and Curtis."

"Kevin."

"Grandma are we glad to see you. Maybe you can talk to Gwen. She won't listen to us."

"Well what happened?"

"Butt out of this Grandma! It has nothing to do with you!" Gwen screeched.

"Charmcaster her destroyed her locket. It was a present from Kevin and she's just tiny tad upset about it."

"I can tell you now Ben it's more then a tiny tad. Most anodite's fall into this phase when something they love is threatened or destroyed. I'm not sure if I'll be able to convince her to change back."

"Is that your way of saying you won't change her back?" Kevin asked with hint wariness.

"No. It will have to be her decision."

"Let me try talking to her Verdona." The other anodite said to Verona.

"Empress Celina I'm not sure that will work."

"Trust me Verdona I know what to do."

Celina floated through Verdona's wall and stood in front of Gwen.

"Hello Gwendolyn. I'm Celina."

"So. Doesn't mean anything to me."

"I'm the empress of Anodine."

"I thought we were a race of free spirits."

"We are. But every race has a leader they can look up to or ask for help if they require it."

"I beg your pardon then but you're not going to change me back to me other _self_. Not until my vengeance is complete."

"I don't believe this is the real you Gwen. Why don't you show me the real you?"

"No. I like having power. My true power."

"But what are you giving up for your true power?"

Gwen paused for a moment and looked at Kevin. Everything that she felt for Kevin came rushing back to her; all the memories and the adventures they had together; was she really going to give this up?

"Kevin…"

"That's it Gwen. Remember everything."

Gwen closed her eyes. She let all her human memories and feelings come back to her. She went from her anodite self back to what was her current normal self.

She opened her eyes and looked up at Celina.

"That's better. Do all humans look like you?"

"No but can you change me so I can look myself again?"

"Yes. Verdona I'm going to need your assistance."

Verdona took down the wall she put up and flew over to Celina and Gwen.

The two anodite's concentrated on Gwen. Slowly the wood, stone & metal chipped off Gwen. She almost herself; only part of her face was covered in crystal.

"Let me do this your highness. I would like to give a present to Gwen & Kevin." Verdona said.

Celina bowed her head and moved away from Verdona and Gwen. Slowly Verdona began to glow the colours of purple and pink. Her white eyes became the colour of bright pink and she removed the chunk of crystal that was attached to Gwen's face. She held it in front of herself and molded it into the shape of a heart. She engraved Gwen's name on one side & Kevin's on the other. She then broke the heart into two pieces and handed them to Gwen.

Gwen truly was herself again. She was wearing her red and black top, dark jeans and ballet flats. Gwen took pieces from Verdona and then looked at her grandmother confused.

"I don't understand grandma. I was in my anodite form. You could've taken me back to Anodine."

Verdona simply smiled.

"Yes I could have but a few months ago you told me that you were still a girl. And I believe that is still true. You have much more to learn here Gwen before you are ready to come and learn from us on Anodine."

Gwen smiled at her grandmother. She was right. She still had so much to learn on Earth before learning anything on Anodine.

"Thanks grandma."

"I believe the Empress would like to talk to you about the girl you almost killed so I'll let you get on with it." Verdona turned to face Ben. "Ben why don't you get your grandfather on your plumber's badge or watch thing. I would very much like to speak with Max."

Gwen watched her grandmother & cousin walk away trying to find a secluded space for the private call. Celina hovered above the near dead Charmcaster observing her. Gwen approached the body she fell to her knees.

"Did I… kill her?"

"No but you did manage to stop her heart."

Celina raised her hand and began to glow bright pink. She placed one finger on Charmcaster's chest. Charmcaster's chest began to move up & down slowly as she was brought back to life

"What are you going to do with Charmcaster?"

"Verdona & I can take her to a secure cell on the planet Zoraster. She'll be treated and looked after there."

"I wouldn't bother. Hex will get her out of there before you reach Anodine. He'll heal her."

"Well your grandmother maybe a while so I will take her there myself. Goodbye Gwen Tennyson. Perhaps you will meet my daughter when you come to Anodine."

Celina clicked her fingers; she disappeared along with Charmcaster's body. Only Gwen & Kevin were now in the parking lot of Mr. Smoothy's. Kevin walked over to Gwen unsure of what to expect. He was greeted with Gwen running to him; giving him what felt like the tightest hug in the world. He placed his arms around her never wanting to let go of her. They came apart a moment after and Gwen handed him the half of the crystal heart with her name engraved in it.

"Why are you giving me this?"

"Haven't you ever seen those necklaces that in two parts. It's so I have one and you have one. Only my heart belongs to you just like…"

"My heart belongs to you Gwen."

Gwen smiled at Kevin knowing that deep down he was the right choice for her; no matter what the consequences were.

"So what do you want to do now Gwen?"

"Now… we go on a date."

And with saying that Gwen kissed Kevin on the lips.

* * *

**_Okay I have finished my second fan fic before my first one. Yay for me!! Anyway I hope you all like the ending. It was hard to think of ending for this but it hit me Tuesday night; I wrote it down. I had finished with "Now... we go on a date." but Solora Goldsun said in her review that I should end it with Gwen kissing Kevin so I did. Thanks Solora; I thought it was lacking that little element. Thanks for mentioning it. Anyway I have some small little reviews I want to do of Ben 10 Alien Force/Ben 10 Alien Swarm so here goes._**

**_Ben 10 Alien Force:_**

**_Trade off: When Kevin mentions to Gwen "You noticed that I'm real good looking again right?" I wanted Gwen to say something along the lines of "Yeah Kevin. I also noticed that you don't have any powers and your aura stinks of Darkstar." But oh well I guess that made the episode better when Kevin saves Gwen & Ben. When Gwen apologises to Kevin for stuffing up and he says "No don't I did what I had to do. And I'd do it again in a second." So sweet; shows us how far Kevin will go to protect Gwen ^_^_**

**_The Con of Rath: Argit has the gall to Gwen; Gwendolyn?? What's that all about??_**

**_Time Heals: Really good episode focused on Gwen. It shows us Gwevin fans the lengths she will go to get Kevin back to normal (even though we all know how far she will go). I was disappointed when she discovers Charmcaster kills her. I was like "But couldn't she just go all Anodite & kick Charm's butt?" I mean seriously Gwen has more power than Charmcaster by far. It was still a good episode._**

**_Vendetta: First episode focused on Kevin. I really liked it. I love little Kevin. He is so cute and it's good to know he has a photo of his dad. Loved the reference from The Princess Bride too._**

* * *

**_Ben 10 Alien Swarm:_**

**_If I had to grade the movie I'd give it a B+. The plot was good. Ben was too serious in this though. Not as goofy/funny as he is in Alien Force. I'm not really a fan of Elena; she seemed a bit too whiney for me. "I just wanted this nightmare to end. You'd all treat me like the enemy." Seriously for me to whiney._**

**_Gwevin was cute but some points I'd like to pick out._**

**_1. Kevin would NEVER complain about Gwen kissing him. Remember "What Little Girls are made of?" He was off in la-la land & thought "lame" would get Gwen to kiss him again. In Alien Swarm she kisses him and he says "The cheek? I find all the big bad chips & all I get is a kiss on the cheek?"_**

**_2. I'm not sure if Kevin would have enough gall to kiss Gwen. Maybe it's just me but I don't know. Leave a comment in your review or PM me if you want about this._**

**_Other points to pick from Alien Swarm_**

**_1. Gwen & Ben NEVER call Grandpa Max just Max. When has that ever happened in the show?? I don't know about Kevin calling Grandpa max just Max but Gwen & Ben have never called Grandpa Max just Max._**

**_2. When Kevin's car is destroyed; when he kicks it, it looks & sounds like plastic. Did anyone else notice this?_**

**_3. Ben could have used the Omnitrix way more times. I mean I get it's a movie & it costs money but seriously 3 times (Big Chill, Humongousaur & Nano-Mac)??_**

**_4. If Gwen knows Karate then why'd she go "Oww" after hitting one of the infected people?? Werid..._**

**_Anyway that's my review of everything. Stay tuned for my next fic... whatever it may be... (I should probably stop saying seriously in my reviews...)_**

**_Super-Midget-Ninja_**


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